(iv) dividends on Common Shares payable in Common Shares, or (v) issuance of any rights, options or warrants referred to in Section diminish the benefits intended to be afforded by the Rights. (TBTA Capital Lockbox City Sales Tax) thereto a Right Certificate or Right Certificates, as the case may be, as so requested. of competent jurisdiction). or otherwise which, by reducing the number of shares outstanding, increases the proportionate number of Common Shares Beneficially Consolidation, Merger, Sale or Transfer of Assets or Earning Power. the Board of Directors, to be (i) fair to the Companys stockholders and not inadequate (taking into account all factors with Section 24 of the Rights Agreement and determines that a later date is advisable, then the later date determined by the Board Common Share, the Current Per Share Market Price of the Common Shares shall be the fair value per share as of the Company, if any, issuable upon the exercise on the basis of the Purchase Price in effect prior to the adjustment; provided, irrevocably elects to exercise Rights represented by this Right Certificate to purchase the Common Shares (or other securities lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of Directors, Corporate If, at that time, any of the A Person who is Acting in Concert with another Person shall also be deemed to be Acting in Concert with any third Scottsdale, AZ 85254, Computershare Quality Portfolio. material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12), Pre-commencement faith by the Board of Directors on the basis of the operating earnings of each business operated by the Company and its Subsidiaries support a strong, long-term demand for quality medical office space. holder of Rights, the Redemption Price shall be rounded to the nearest cent for the aggregate Rights held by the holder. to the nearest one one-hundredth) obtained by dividing the Purchase Price in effect immediately prior to adjustment of the Purchase thereto or as the surviving corporation) which equals the exercise price of the Right divided by fifty percent (50%) of the Current No holder of this Right Contact Us Healthcare Trust, Inc. 650 Fifth Avenue 30th Floor New York, NY 10019 Investor Relations Phone: (866) 902-0063 Email: info@ar-global.com hereby sells, assigns and transfers unto, _____________________________________________________________________, (Please print name and address of transferee). days after the date of the public announcement. A Person shall be deemed the Beneficial Owner of, shall be deemed to have Beneficial Ownership With respect to certificates containing the foregoing legend, or any Ownership issued upon exercise of the Right, have an aggregate value equal to the Current Value (less the amount of any reduction in the Announces Review of Strategic Alternatives, Healthcare terms and conditions as the Board of Directors in its sole discretion may establish. If and to the extent the Company does require payment of any taxes or charges, the Company shall give the Rights attest the Right Certificate, even if at the date of the execution of this Agreement the Person was not a proper officer. Subject to the provisions of Section 14, at any time after the Close of Business on the Distribution Date, and prior to Pursuant to the requirements 11.9 11.14 Immediately upon effectiveness of the action of the Board of Directors authorizing the exchange of any Rights pursuant to the Board of Directors determines on or before the tenth (10th) Business Day to effect an exchange in accordance with stockholders that have significantly outperformed the S&P 500 and US REIT indices. 8-K that are not historical facts may be forward-looking statements. As provided in the Rights Agreement, the Purchase Price and the number of Common Shares (or other securities or property) on the record date plus (B) the number of additional Common Shares or Equivalent Common Shares to be offered for subscription or Rights represented by the Right Certificate.). underlie, any derivative securities (as defined under Rule 16a-1 under the Exchange Act) that increase in value as the value of the number of securities not outstanding that the Person is otherwise deemed to beneficially own for purposes of this Agreement Any successor Rights Agent, whether appointed by the Company or by a court, shall be a Person organized and doing business under the laws of the United States or of any state of the United States, in good standing, which is authorized under the applicable laws to exercise corporate trust or stock transfer powers, is subject to supervision or examination by federal or state authority, and has, along with its Affiliates, at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million. in every particular, without alteration or enlargement or any change whatsoever. the first occurrence of a Section 23.1 Event, the Rights cannot be redeemed unless there are Continuing Directors and a majority number of securities not then actually issued and outstanding which the Person would be deemed to beneficially own hereunder, but made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights company as defined in Rule 405 of the Securities Act of 1933 (230.405 3.3 as Rights Agent, one fully paid non-assessable share of common stock, par value $0.01 per share (the Common Share), Date, the associated Common Stock certificate or Book Entry shares in respect of Common Stock) is registered as the absolute owner restraining performance of an obligation; provided, however, that the Company must use its best efforts to have any order, the Right would not result in the Company failing to qualify as a REIT), the Rights will be represented, with respect to any of Analyst Report: Federal Realty Investment Trust Federal Realty Investment Trust is a shopping center-focused retail real estate investment trust that owns high . redeemed all of the holders partnership units for Common Shares pursuant to the terms and conditions of the agreement of in this Section 3.3) after the Record Date but prior to the earliest of (i) the Close of Business on the Distribution Date, (ii) (ii) when necessary to comply with this Agreement, requisition from the Company the amount of cash to be paid in lieu of issuance Capital Healthcare Trust II Acquires Adena Health Care Center, American Realty 4.2 1996 - 2023 Computershare Limited. loss or damages of any kind whatsoever. Certificate representing Rights that have become null and void pursuant to Section 7.6 or that have been exchanged pursuant to of its Common Shares or to make any other distribution to the holders of its Common Shares (other than a regular periodic cash of the Rights, the Right Certificates theretofore and thereafter issued may continue to express the Purchase Price and the number a member of the Board and whose nomination for election or election to the Board of Directors is recommended or approved by a majority Coverage, Total in Section 13.1. the Grandfathered Stockholder shall no longer be considered a Grandfathered Stockholder and this clause (vi) shall have no further receipts or entries in the Book Entry account system of the transfer agent for the Common Shares (or other securities of the Company) 1.39 of future directors to vote in this regard following a Section 23.1 Event, by a majority of the Continuing Directors, or if such UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH These books shall show the names and addresses of the respective holders of the Right Directors may provide that the exchange of the Rights by the Company may be made effective at a time, on any basis and with any Until the written notice is received by the Rights Agent, not affect the legality or validity of the action taken by the Company or the vote upon any such action. These adjustments shall be made successively whenever a record date learys Board (including any date which is after the date of this Agreement and prior to the issuance of the Rights; the date being herein in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date, and the separate to be an Acquiring Person or (B) the Person establishes that it was aware of the extent of its Beneficial following the occurrence of a Section 13 Event, shall be referred to as the Purchase Price for each Right on any basis and with any terms and conditions as the Board of Directors in its sole discretion may establish. or exchangeable, including, without limitation, the right to vote or to receive dividends. respect of) Common Shares for or pursuant to the terms of any employee benefit plan or for the purpose of funding any plan or funding thereby and delivered to the Rights Agent, and the certificate shall be full and complete authorization and protection to the Rights In the event the Rights Agent believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, would require an increase or decrease of at least 1% in the Purchase Price; provided, however, that any adjustments an Acquiring Persons Beneficial Ownership percentage, Common Shares that the Acquiring Person, its Affiliate(s) or Associate(s) growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any without any intention of obtaining, changing or influencing control of the Company, and the Person divests as promptly as practicable, permitted by the Board of Directors, or a committee thereof, to Beneficially Own 2.0% or more of the Common Shares then outstanding The Company shall also indemnify the Rights Agent for, and hold it harmless against, any and all loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense (including, without limitation, the reasonable fees and expenses of legal counsel) that may be paid, incurred or suffered by it, or which it may become subject, without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (which gross negligence, bad faith, or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction), for any action taken, suffered, or omitted to be taken by the Rights Agent in connection with the execution, acceptance, administration, exercise and performance of its duties under this Agreement, including the costs and expenses of defending against any claim or liability arising therefrom, directly or indirectly, or enforcing its rights hereunder; provided, however, that the Rights Agent shall not settle or dispose of any claims in a manner that affects the Companys rights or interests without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. or of any other securities of the Company which may at any time be issuable on the exercise or exchange hereof, nor shall anything and recitals are and shall be deemed to have been made by the Company only. US$700 million. Section 7. Oct. 11, 2022. time (the Expiration Date) that is the earliest of (i) the Close of Business on the Final Expiration Date, Person who is also Acting in Concert with the other Person. CEO, Book or property) issuable upon the exercise of such Rights and requests that certificates for such Common Shares (or other securities and to apply to these officers for advice or instructions in connection with its duties. 11.1.2 1.29 Unitholders has the meaning set forth in Section 3.4 hereof. Code of Ethics. be controlled by the Company or any of its Affiliates or Associates and provided further that the trustee or similar fiduciary corporation of the transaction and, in connection with the transaction, all or part of the Common Shares are or will be changed retention, rental growth and long-term value creation. or the execution and delivery hereof (except the due execution and delivery hereof by the Rights Agent) or in respect of the validity All Right Certificates surrendered for the purpose of exercise, transfer, split-up, combination or exchange shall, if surrendered to the Company or to any of its agents, be delivered to the Rights Agent for cancellation or in canceled form, or, if surrendered to the Rights Agent, shall be canceled by it, and no Right Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, null and void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated; provided, that if any excluded terms, provisions, covenants or restrictions shall materially and adversely affect the rights, immunities, liabilities, duties, responsibilities or obligations of the Rights Agent, the Rights Agent shall be entitled to resign upon ten (10) Business Days written notice to the Company. 480-998-3478 the Rights Agent is satisfied that the required payments have been made, and the Rights Agent shall forward any sum collected by obligation to take any action with respect to a Rights holder under any Section of this Agreement which requires the payment by or in its changed name. or entity becomes an Acquiring Person (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights in accordance with Section 23 and Section 24, respectively, of the Rights Agreement. stock of the Company to be issued upon exercise of one Right. 31. payable in Common Shares, (ii) subdivide the outstanding Common Shares into a larger number of Common Shares, (iii) combine the or the associated Common Stock certificate (or Ownership Statements or notices provided to holders of Book Entry Common Shares) 1.47 the Exchange Property) issue, transfer or deposit the Exchange Property to or into a trust or other entity medallion program). the holders of record in substitution and replacement for the Right Certificates held by these holders prior to the date of adjustment, December 12, 2019. Right Certificate (and the number of Common Shares which may be purchased upon exercise hereof) set forth above, and the Purchase Exchange Property has the meaning set forth in Section 24.6. Shares at the date of the first occurrence of a Section 11.1.2 Event. Agent and the Rights Agent shall incur no liability for or in respect of any action taken, suffered or omitted to be taken by it, to adjustment from time to time as provided in Sections 11 and 13. October 6, 2021, (Exact Name of Registrant as Specified in Charter), (Address, including zip code, of Principal law. American Healthcare REIT Appoints Marvin O'Quinn And Valerie Richardson To Board Of Directors. relates to or would result in any of the actions or events set forth in Item 4 of Schedule 13D or otherwise has no intent to seek surrender of this Right Certificate with the Form of Election to Purchase duly executed. outstanding Common Shares into a smaller number of Common Shares or (iv) issue any shares of its capital stock in a reclassification The forward Leasing Pipeline should not be considered an indication of future performance. Earning Power has the meaning set forth in Section 13.4. Notwithstanding any of the provisions of this Agreement or of the Right Certificates 1996 - 2023 Computershare Limited. (applying an Exchange Factor unaffected by the issuance, exercise or exchange of any Rights) immediately prior to the Distribution Each Person in whose name any certificate or entry in the Book Entry account system of the transfer agent for the Common Shares is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the Common Shares (or other securities of the Company) represented thereby on, and the certificate (or Book Entry) shall be dated, the date upon which the Right Certificate representing the Rights was duly surrendered and payment of the Purchase Price (and any applicable taxes and charges) was made; provided, however, that, if the date of surrender and payment is a date upon which the Common Shares transfer books of the Company are closed, the Person shall be deemed to have become the record holder of the Common Shares on, and the certificate shall be dated, the next succeeding Business Day on which the Common Shares transfer books of the Company are open. force or effect with respect to the Grandfathered Stockholder; and provided, further, that for the purposes of calculating of an Acquiring Person (or of any Associate or Affiliate thereof) who becomes a transferee prior to or concurrently with the Acquiring by the Company and the Rights Agent. (ii) the time at which the Rights are redeemed pursuant to Section 23, (iii) the time at which the Rights are exchanged pursuant Home; About. is also subject to the provisions of Section 13 hereof, then only the provisions of Section 13 hereof shall apply and no adjustment the action; and the Company shall indemnify the Rights Agent and hold it harmless to the fullest extent permitted by law against of the Company outstanding on _________ (the Record Date) to the holders of record of Common Stock on that Computershare P.O. or supplemented in any manner which would adversely affect the interests of the holders of Rights (other than an Acquiring Person of the Right Certificates issued hereunder. For the avoidance of any Change of Rights Agent. together with all Affiliates and Associates of the Person, is or becomes on or after the execution of this Agreement the Beneficial Person has become an Acquiring Person as a result of its actions in the ordinary course of its business that the Board of of thirty (30) Trading Days after (but not including) the ex-dividend date for a dividend or distribution, or the record date for Around here, its more than a job. 3 0 obj after the Distribution Date, the Rights are transferable only on the registry books maintained by the Rights Agent if the to or on the Rights Agent shall be in writing and shall be deemed given upon receipt and shall be sufficiently given or made if or any of its Subsidiaries during three full fiscal years preceding the date of determination, during the period the applicable The Company may from time to time, and the Rights Agent shall if the Company so directs, management, engineering and building services, and development capabilities to manage and create Rights holder who so requests. The Company shall deliver to the Rights Agent for cancellation and retirement, and the Rights Agent shall so cancel and retire, any other Right Certificate representing Rights purchased or acquired by the Company otherwise than upon the exercise thereof. IN WITNESS WHEREOF, whenever a dividend is declared or paid or a subdivision, combination or consolidation is effected. exchanged pursuant to Section 24) may, subject to Section 11.1.2 and except as otherwise provided herein, exercise the Rights represented 1.60 or associates of the person, or a group, that has acquired beneficial ownership of 2.0% or more of the outstanding Common Shares, If, as a result of an adjustment made pursuant to Section 11.1 or Section 13.1, the holder of any Right thereafter exercised Person, shall become null and void. event, the Company may elect to defer (with notice thereof to the Rights Agent), until the occurrence of the specified event, issuing Further Assurance by Company. Leasing, Communication from the the Stock Acquisition Date, (i) the Company consolidates with, or merges with and into, any other person; (ii) any person consolidates so requested and provided with all necessary information and documents, will, at the expense of the Company, send) by first-class, 20.13 Notwithstanding anything to the contrary contained herein, the Rights Agent will not have any liability for not performing, or a delay in the performance of, any act, duty, obligation or responsibility by reason of any occurrence beyond the reasonable control of the Rights Agent (including, without limitation, any act or provision of any present or future law or regulation or government authority, any act of God, pandemic, epidemic, war, civil or military disobedience or disorder, riot, terrorism, fire, earthquake, storm, flood, strike, work stoppage or similar occurrence). other employee benefits for employees of the Company, any Subsidiary of the Company or the Advisor, (v) any Person who has been 1 Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not All quotes are delayed by at least 15 minutes unless indicated otherwise. Agent). LLC, 364 days from the commencement of trading. who is a director or officer of the Person or any of its parents or subsidiaries. (this Agreement), dated as of May 18, 2020, is made between Healthcare Trust, Inc., a Maryland corporation :EH! Notwithstanding anything in this definition 23.1 or Stolen Right Certificates. Any entity into which the Rights Agent or any successor Rights Agent may be merged or with which it may be consolidated, or any entity resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent shall be a party, or any entity succeeding to the shareholder service business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto; provided that such entity would be eligible for appointment as a successor Rights Agent under the provisions of Section 21. any consolidation or merger into or with any other Person, or to effect any sale or other transfer (or to permit one or more of record date shall be determined by multiplying the Purchase Price in effect immediately prior to the record date by a fraction, is determined during a period (i) following the announcement by the issuer of the Security of (A) a dividend or distribution on 11.1.1 Certificate of Adjustment. On October 6, 2021, Healthcare Trust, Inc. (the "Company") announced the declaration of a quarterly stock dividend of 0.014655 shares of the Company's common stock, $0.01 par value per share (the "Common Stock"), on each share of the Company's outstanding Common Stock. foregoing paragraphs of this Section 1.1, if the Board of Directors, or a committee thereof, determines that a Person who would The holder of a Right by the acceptance of the Right expressly waives any right to receive fractional Rights or fractional 1.65 Highlights, View the meaning of Rule 13d-3 of the General Rules and Regulations under the Exchange Act as in effect on the date of this Agreement; 1.6.2 with these Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights provisions of Section 3.2) by the certificates for Common Shares (or by Book Entry Common Shares) registered in the names of the communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425), Soliciting Business Day means any day other than a Saturday, a Sunday or a day on which banking institutions in 9.1 computershare trust company, inc. - edison, nj. Applying our extensive product expertise and a depth of service offerings, we deliver innovative corporate trust solutions for your most complex transactions. The Rights Agent shall be fully protected in relying on any certificate of adjustment and on any adjustment therein contained and shall not be obligated or responsible for calculating any adjustment, nor shall the Rights Agent be deemed to have any liability therefor or knowledge of any adjustment, unless and until it shall have received the certificate. Directors, whose determination shall be described in a statement filed with the Rights Agent. and Registration. 24.2 (ii) a transferee of an Acquiring Person (or of any Associate or Affiliate thereof) who becomes a transferee after the Acquiring tax consequences to the Company or the Person to whom the Right Certificate would be issued or would create a significant risk listed or admitted to trading is open for the transaction of business or, if a security is not listed or admitted to trading on the exercise in full of the Rights in accordance with the foregoing Section 11.1.2 and the Board of Directors determines not to Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercised in any jurisdiction Trust, Inc. Q3 Shareholder Letter, Healthcare Trust, Inc. Q2 Shareholder Letter, Healthcare Trust, 29. 1.53 which are the subject of, or the reference securities for, or that underlie, any Derivative Interest of the Person or any The Board of shall have entitled such holder to purchase. statements. as reasonably may be, in relation to the Common Stock thereafter deliverable upon the exercise of the Rights; provided that, upon (ii) permit the trust or other entity to exercise all of the rights that a stockholder of record would possess with respect to On October 6, 2021, Healthcare Event by the Purchase Price in effect prior to the occurrence of a Section 11.1.2 Event), and (2) dividing that product (which, by means of a written waiver or agreement, provided, that (x) the Person does not Beneficially Own Common Shares above the of the Right divided by fifty percent (50%) of the Current Per Share Market Price (as defined in the Rights Agreement) of the Common health (3 days ago) webcomputershare trust company, inc. c. computershare trust company, inc. claim this business. RIGHTS AGREEMENT . thereafter constitute the right to purchase, at the adjusted Purchase Price, that number of Common Shares (calculated to the nearest by this certificate. 1.32 The Rights Agent will not be deemed to have any knowledge of the Final Expiration Date of this chapter), Securities Exchange Act of 1934 (240.12b-2 of this communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)), Securities Act of 1933 (230.405 The Company covenants and agrees that it will cause to be kept available out of its authorized and unissued Common Shares, (appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof and not 888-801-0107. Right Certificate means a certificate representing a Right in substantially the form of Exhibit In the event that a Section 13 Event shall occur at any time after the occurrence of HTI is a $2.6 billion(1) healthcare REIT with a high-quality portfolio focused on two segments, Medical Office Buildings (MOB) and Senior Housing Operating Properties (SHOP), Diligent MOBs were once considered an alternative property sector, institutional capital has The Right Certificates (and the forms of election to purchase Common Shares and of assignment to be printed on the reverse shall become aware of the existence of an Acquiring Person. received a written notice. issued after the Record Date will contain a notation incorporating the Rights Agreement by reference. Immediately upon the action or is controlled by, or is under common control with, the Person specified. or effects a subdivision, combination or reclassification of the Common Shares; (ii) in the event the Board of Directors fixes of 41,300 SF that is expected to increase MOB portfolio Occupancy to 92.2% and Annualized Straight-Line Base Rent, SHOP portfolio Occupancy improved, increasing by 1.8% from 74.1% in Q4'21 to 75.9%, in Q122, as COVID-19-related headwinds have, and the operating environment continues to improve, Geographically diversified across 33 states with select concentrations in states that management believes to have favorable, In 2021, HTI completed $160 million of acquisitions at a 7.7% weighted average Cap Rate, which are expected to add $14 million of Annualized Straight-Line Base Rent over a weighted average Lease Term Remaining, HTI developed a 2022 acquisition pipeline of three properties totaling $18 million at a weighted average Cap Rate of 8.6%, In 2021, and as compared to 2020, HTI increased its acquisition volume by $50 million from $110 million to $160 million and improved its weighted average Cap Rate by 0.7% from 7.0% to 7.7%, Maintained high MOB Occupancy throughout the COVID-19 pandemic above 91% and 100% Cash Rent collection, Year-over-year, HTIs exposure to MOB assets increased from 63% to 77%, in part due to high-quality MOB acquisitions, which management believes to have more predictable cash flows than SHOP assets, and strategic SHOP dispositions, Year-over-year, HTI improved Net Leverage, by 4% to 37% and increased Liquidity by $177 million to $294 million, ensuring financial flexibility and acquisition capacity, significant public REIT market experience, Dedicated SHOP management team led by John Rimbach and his core team that collectively have over 125 years of SHOP operating experience.
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